[(1) A resolution approving [an amendment] for the purposes of section 226B(1)(b) or 226C(1)(b) must not be passed unless a memorandum setting out particulars of the proposed payment [to which the amendment relates] (including its amount) is made available for inspection by the members of the company—
(a) at the company's registered office for not less than 15 days ending with the date of the meeting at which the resolution is to be considered, and
(b) at that meeting itself.
[(2) The memorandum must explain the ways in which the payment would be inconsistent with
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